The Middle Tennessee Council Lawsuit Update and Thoughts On It

I’ve been asked from time to time about the status of the Middle Tennessee council case after I wrote my initial post about it (you may want to start there before continuing). I kept up with it but had only been doing so by a cursory glance on this page waiting for a final ruling or something along those lines. But recently, there have been some major developments so I thought I would catch everybody up with what’s going on.

Here’s a brief timeline. I have purposely separated out my personal thoughts on the lawsuit from the timeline and the facts because if you don’t want to read my strong reactions, then you can skip it and determine what you want based on what I’ve presented and the court documents themselves.

I am only hitting the highlights of this case, so if you want to know the blow by blows, you can find it using this page as a reference. I downloaded some of the case files from PACER which are available to the public for a fee but I’ve linked my downloaded copies where possible.

Please correct me if I get any of the following wrong or if I am missing something that you feel is crucial. I am not an attorney nor do I have a legal background so it’s very possible I’ve noted something incorrectly.

4/2021 – Case filed by GSMT in Chancery Court of Davidson County (state of TN)

Main points:

• Asks for declaratory judgment based on:
  • GSUSA mandating that GSMT use CEI (now called Volunteer Systems 2.0/VS 2.0) is a charter requirement, and charter requirements are only set by the National Council
  • The National Board doesn’t have authority to set charter requirements
  • The National Board’s “standard” of the mandated IT platform falls outside the scope of any National Council requirement
  • The mandate of the IT platform and entering into a technology contract with GSUSA is without authority because the National Council hasn’t authorized it
  • GSUSA’s initiation of a “viability review” of GSMT’s charter due to non-use of the IT platform is not authorized by the National Council
  • GSUSA doesn’t have the right to revoke or not renew a charter for failure to enter into a technology agreement or use the IT platform
  • GSUSA’s membership dues surcharge due to processing memberships submitted outside of CEI wasn’t authorized by the National Council
• Alleges that GSUSA’s actions are a violation of the Tennessee Nonprofit Fair Asset Protection Act (TNFAPA) 
• Asks the court to declare the above and to grant injunctive relief barring GSUSA from requiring and enforcing councils from entering into a technology agreement, pulling the charter or initiating a viability review, charging an additional dues surcharge, reimbursement of attorney fees, and other points.

6/3/2021 – Case moved from Chancery Court of Davidson County to Middle District of Tennessee court (federal)

8/13/2021 – GSUSA files question of Constitutionality of TNFAPA to the State of Tennessee

9/9/2021 – GSUSA files motion to dismiss. Main points:

• Disputes GSMT’s interpretation of the Blue Book’s language and argues that the National Board does have authority to mandate the IT platform because it is a “standard” and a “policy” and the National Board has the authority to establish standards and policies in the GSUSA Constitution
• Declares that the TNFAPA is unconstitutional
  • Claims the TNFAPA violates the Contract Clause and only benefits GSMT
  • Claims the TNFAPA impairs the contractual relationship between GSUSA and GSMT

10/2021 – GSMT’s motion for a preliminary injunction is denied (meaning GSUSA can continue to take action against GSMT).

For most of 2022, it looks like both sides were involved in discovery.

9/2022 – GSUSA’s motion to dismiss is denied. Additionally, GSMT’s claim for its second count (violation of TNFAPA) is dismissed as “not ripe for adjudication” meaning they couldn’t seek relief since an injury has not yet occurred.

1/13/2023 – Case closed (both sides went into settlement talks)

3/15/2023 – GSUSA filed to reopen case (settlement talks broke down)

3/17/2023 – GSUSA filed a counterclaim with four charges:

• Claims that GSMT’s handling of membership dues in 2019 and 2020 were a violation of the Tennessee Consumer Protection Act
• Claims that GSMT owes GSUSA $250,000 in withheld membership dues
• Claims that not using the IT platform is a breach of contract
• Claims that GSMT lobbied to get the TN legislature to pass the TNFAPA to specifically benefit from it

And that’s where things stand now.

Stop here if you don’t want to read my admittedly very slanted take on all of this.

I reread GSUSA’s counterclaim that they filed last week, and here’s my counter to their counterclaim. It’s a strong reaction because of how hot under the collar I get about IT issues – so fair warning.

When it comes to the membership dues accusation, you all know how I feel about that topic if you’ve read my blog. I’m not going to revisit it. As for collecting $25 and only submitting $12, who’s to say the money isn’t sitting in a fund somewhere until it’s determined how it will be handled? I’m sure GSMT will file a rebuttal to this charge at some point.

In its counterclaim, GSUSA writes: “GSMT’s refusal to adopt the common technology platform has made GSUSA’s collection and processing of membership dues particularly difficult and expensive.“ GSUSA wants to whine about processing registrations? How about all the multitudes of customer care tickets that have been generated because the registration process in VS 2.0 has so many issues? Once I spoke with a leader in our council who stated that she had SIX customer care tickets due to parents having trouble registering for her new troop. That is just in one troop and in one council. Once I spent an HOUR on the phone (during a Georgia football game, no less) with one of our service unit leaders attempting to figure out how she could get her parents registered because it’s so convoluted. At the beginning of this year, our service unit had a new troop leader that was lost as to how to get her parents signed up. I wrote a step by step guide on how to register complete with screenshots. That’s ridiculous. I shouldn’t have to have done that. And neither should a council. How many girls have we lost out on because the parent became frustrated and quit?

“GSUSA has incurred well in excess of $300,000 in manual processing fees as a result of GSMT’s refusal to join the common technology platform.” Show me the receipts. I don’t believe you, GSUSA. And if you’re really paying that much, you’re doing it wrong. GSMT has offered use of an API to bring in membership data. Why do you claim you can’t use one when SalesForce is known for its APIs and you state you’re building one yourself (pg. 32)?

“GSMT has poured millions from its donors and constituents into needless litigation and a competing technology service to the one that GSUSA already provides for pennies on the dollar to all the other 110 councils.” Emphasis added by yours truly. Seriously? Just ask your council how much they’re paying for use of VS 2.0. Ask them how much they’re paying to use third party solutions because those features in VS 2.0 don’t work properly. Ask them how many man hours they’ve put into attempting to find workarounds or having to manually process data because the system doesn’t work. And GSUSA is dumping so much money into building this shoddy platform then well yes, comparatively, councils are spending “pennies on the dollar.”

“Indeed, GSMT has not just been wasteful, it has intentionally misled the girls and families in its region in its effort to spite the national organization.” So GSUSA attorneys want to talk about being wasteful? How about $6.3 million down the drain for an app that never came to pass?  How about $6.75 million for a website called CircleAround whose purpose was questionable from the start? How about $169 million to date for a really crappy IT platform over a period of 9 years? And I’m not even going to point out how much money is going toward the multitudes of GSUSA executive staff that have moved on, and we’re still paying severance to them (but you can go look in this financial overview). How about getting your own house in order before calling GSMT wasteful?

And not only does GSUSA call GSMT “wasteful,” they take it a step further and actually call them greedy in their motion to dismiss. Yes, they actually use the word “greed” by insinuating that the CEO and COO of GSMT were financially benefiting from use of their council’s proprietary platform called Council Alignment: “GSMT portrays itself as the encumbered local council merely trying to act in the best interests of young women and girls and their families. However, GSMT’s true motive is no different than the motive present in so many business disputes: greed.”  Wow. So why am I as a leader being charged $3.00 per badge booklet for requirements? I feel sorry for new leaders who are just starting out and haven’t built a badge library yet. And it’s $2.49 per digital download if I want a PDF. Files I download from PACER only cost 10 cents per page, by the way.

“Having all its councils on the common technology platform is critical to GSUSA’s ability to operate efficiently as a national organization.”  How about councils operating efficiently? Or troops? Or is GSUSA the only entity that’s important here?

“GSUSA relies on the common technology platform to… provide program and training materials to thousands of volunteers across the country….” They’re referring to Volunteer Toolkit here. I’ll just leave that right there [sarcasm] because we all know how popular VTK is [/sarcasm]. “…and allow members to register for events quickly and efficiently.”  I had to stop reading at this point because I began laughing so hard. Remember this recent blog post? After publishing it, I worked with a local staff member to test out two events that were going to go live. I found so many bugs that I ended up recording my screen while going through the process of registering, and the videos were forwarded to GSUSA developers. I would show you the videos but I used my own account so personal information is exposed. Additionally, for some unknown reason, my daughters and the girls in my troop show up as inactive at random times when I register for events, and it causes all sorts of issues. The Nation’s Capital council had to postpone summer camp registration last year due to the event registration module not working properly. I read a comment in a Facebook group where a leader stated she no longer signs her troop up for council events because she got sick of the issues attempting to register them. I have a local friend that as soon as she runs into an issue registering for an event, she stops and sends in a customer care ticket. How is that an efficient use of time?

My personal issues dealing with VS 2.0 are just a drop in the bucket. I’m one person. I’m sure council staff can fill up a whole hard drive with bug reports and complaints. This situation has driven off council staff to other places of employment. But let’s continue:

“To date, USA Girl Scouts Overseas and every Girl Scout council in the United States, except GSMT, has agreed to adopt and implement the common technology platform (110 out of 111 councils).” Yeah, because they HAD to. I would put money down that if councils had the option to choose whether to use VS 2.0 that they would dump it and run away as fast as they could. But CEOs aren’t going to say that publicly because the wrath of GSUSA would come down on them just like it’s going after GSMT. And even if they complain, GSUSA just tells them to deal with it.

GSUSA and GSMT are also disputing about whether or not FORCING councils onto this dysfunctional IT platform is technically a charter requirement or not. The Blue Book makes it very clear that the National Council sets charter requirements. GSUSA claims it’s a standard and a policy which the National Board has authority to set. At first I was going to go into a long argument and pull up definitions of standards and policies to prove my point, but you know what? I’m not going to. You know why? Because if the IT platform worked and bugs were fixed in short order, we wouldn’t be having this conversation. All councils would want to be on it. And even GSMT states that it’s open to using it (pg. 3), bugs and all: “Dr. Agenia Clark, Chief Executive Officer of GSMT, testified that GSMT is willing to use the technology platform but is not willing to sign the CEI agreements.”

But hey, let’s go along with what GSUSA is claiming and say that use of the platform is a standard. So the National Board, by allowing GSUSA all these years to get away with nonsense, is VIOLATING its own criterion. Standard 7 of Criteria And Standards for an Effective Girl Scout Council/Criterion Ii: Governance And Administration in the Blue Book states (emphasis added):

“The council utilizes a movement-wide common technology platform with respect to membership, volunteer management, delivery systems and data analytics and reporting to better serve Girl Scout volunteers and members and enhance the Girl Scout brand.”

Well, GSUSA isn’t delivering this. Bringing council staff to tears and frustrating leaders to no end isn’t serving us nor is it enhancing the Girl Scout brand when parents have issues registering their daughters for troops.

In fact, the IT platform that GSUSA is delivering doesn’t allow councils to meet their charter conditions (Credentials/Conditions for a Girl Scout Charter section of the Blue Book) and emphasis added:

A chartered Girl Scout council advances the movement through strategic governance and leadership that employ effective systems and structures to deliver the Girl Scout mission.

Can ANYONE claim that VS 2.0 is an “effective system and structure?” I didn’t think so.

Additionally:

A chartered Girl Scout council advances organizational impact by growing resources, effectively promoting a unified national brand and standing up for girls on issues that affect their well-being.

How can councils grow resources when they are hampered by a malfunctioning platform that they’re forced to use? And what about meeting charter requirements (Credentials/Requirements for a Girl Scout Charter in the Blue Book)?

(2) To develop, manage, and maintain Girl Scouting throughout the areas of its jurisdiction, in such manner and subject to such limitations as prescribed in the Constitution, Bylaws, and policies of Girl Scouts of the USA.

Again, how can you as a council “develop, manage, and maintain Girl Scouting” when you’re sabotaged in your daily operations?

GSUSA claims that GSMT purposely lobbied to get legislation passed to interfere with their charter contract. So? Good for them! Early on, GSMT saw that the technology agreement was egregious and took proactive steps to protect its council. Whether or not the legislation is unconstitutional, I don’t know. I started reading all of the legal gobbledegook referencing other cases in GSUSA’s motion to dismiss and my eyes glazed over. Like I said, I’m not an attorney. But I will say is that I cannot believe there is not a national act or something that protects local chartered organizations from entering into FORCED extortive contracts by their national organizations, because that’s exactly what the technology agreement is. Some of the things it spells out:

• GSUSA can take the platform down at any time for as long as it likes*
• GSUSA is not responsible for any data loss
• GSUSA can pull any module that it wants to – it’s not under any obligation to offer it*
• There is no end date to the contract (because if you terminate the contract, you terminate your charter)
• GSUSA can charge what it wants for the platform
• And, councils are REQUIRED to use it whether it works or not. Period. As evidenced as GSMT about to have their charter revoked.

* These are indicated by an “as is” and “as available” warranty clause in the technology agreement. I did some research and these phrases are somewhat common in warranty notices. It protects companies from end users suing in the case there’s downtime (for whatever reason) and the user loses money due to not being able to use the service. Or if you buy a car, you might buy it “as is” meaning once you’ve bought it, if you find out that it needs a new engine, you’re SOL. However, this means the buyer has the opportunity and ability to inspect the item or product beforehand and decide whether they want to enter into the contract or not. Councils do not have the ability to refuse the contract. They are forced to per their charter. It would be as if I was going to buy a car and after inspection, I found it to be a lemon. However, if I didn’t buy the car, I’d lose my job or face some sort of other punitive action.

I cannot believe that ANY National Board member would EVER sign an agreement such as this at their own business or organization and especially wouldn’t balk if they were forced to sign it. So why are they okay that councils are burdened with it? How is that looking after the well-being of Girl Scouting? How is forcing councils to use a platform that knowingly sabotages their operations following the Girl Scout law? Where’s the accountability? I really don’t understand this at all. Individuals are protected if they sign contracts under coercion or undue influence. Is this not the same thing?

I would love to hand the judge a laptop or phone and say, “Pretend you’re a parent and you want to sign your daughter up for Girl Scouts. If you run into any problems, it’s up to you to figure out how to solve it or where to go for help. And go.”

I was originally going to try to put together an objective analysis of this lawsuit, but I realized very quickly that I couIdn’t, so that’s why I broke it out the way that I did. I am sympathetic to GSMT because THE IT PLATFORM DOESN’T WORK, IT WILL NEVER WORK BECAUSE IT’S ON THE WRONG ARCHITECTURE, AND THE TECHNOLOGY AGREEMENT IS EXTORTION, PLAIN AND SIMPLE.

I really do not like ripping our national organization like this. But I am angry as someone who cares about the wellbeing of Girl Scouting at how much we’re spending on this dysfunctional platform. I am angry as a former IT professional as what passes as okay and what gets rolled out to us as end users. I am angry as a parent and a leader due to the frustrations I encounter when I try to use it. But what upsets me the most about this whole situation is simply – it’s UNFAIR. And if GSMT gets their charter pulled on account of this, then that is a BLATANT disregard of the Girl Scout Promise.

I’m sure some will say I need to be patient because we’re now under new leadership and we should wait to see if Bonnie B will get our IT house in order. Okay, then how about GSUSA puts the brakes on pulling a successful council’s charter too?

I very much want this lawsuit to end, just like I wanted the Farthest North lawsuit to end. I actually think a Movement-wide IT platform would serve us well for a variety of reasons. But it has to work, and the contract councils sign should be fair. I don’t think that’s asking too much.